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Crypto Flow Technology Limited — Capital/Financing Update 2008
Mar 6, 2008
51323_rns_2008-03-06_056ede7d-ee13-4b0d-9e24-342c616ee69f.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.
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Wafer Systems Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8198)
CONNECTED AND DISCLOSEABLE TRANSACTIONS IN RELATION TO
(1) DEBTS ACQUISITION
(2) ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF KTEMS CO., LTD. AND
(3) RESUMPTION OF TRADING
Financial adviser to the Company
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Reference is made to the announcement of the Company dated 18 February 2008, in which the Company announced that the Company was in the course of negotiation for a possible acquisition of the entire issued share capital of KTeMS.
CONNECTED AND DISCLOSEABLE TRANSACTIONS
(1) THE DEBTS ACQUISITION
On 28 February 2008, the Purchaser, a wholly-owned subsidiary of the Company, entered into the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II with LottVision; and the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II with PAL, an indirect non wholly-owned subsidiary of the Company. Pursuant to the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II, the Purchaser has conditionally agreed to purchase and LottVision has conditionally agreed to assign and transfer the LV Nam Loan in the principal amount of HK$8,160,000 and the LV KTeMS Loan in the principal amount of HK$31,200,000 excluding all interests which have or to be accrued thereon, at the LV Nam Loan Consideration and the LV KTeMS Loan Consideration of HK$8,160,000 and HK$31,200,000, respectively. Likewise, pursuant to the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II, the Purchaser has conditionally agreed to purchase and PAL has conditionally agreed to assign and transfer the PAL Nam Loan in the principal amount of HK$7,400,000 and the PAL KTeMS Loan in the principal amount of HK$31,960,000 excluding all interests which have or to be accrued thereon, at the PAL Nam Loan Consideration and the PAL KTeMS Loan Consideration of HK$7,400,000 and HK$31,960,000, respectively.
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(2) THE ACQUISITION
On 28 February 2008, the Purchaser entered into the Sale and Purchase Agreement with the Vendors and the Guarantor, pursuant to which the Purchaser has conditionally agreed to purchase and the Vendors have conditionally agreed to sale the entire issued share capital of KTeMS, for the Sale Consideration of US$12 million (equivalent to approximately HK$93.6 million). The Sale Consideration is to be satisfied as to US$3.5 million (equivalent to approximately HK$27.3 million) in cash, as to US$6.5 million (equivalent to approximately HK$50.7 million) by the issue and allotment of the Consideration Shares and as to US$2 million (equivalent to approximately HK$15.6 million) by setting off against the entire PAL Nam Loan and the LV Nam Loan.
Pursuant to the Sale and Purchase Agreement, it is a condition precedent that KTeMS will undergo and complete the Reorganisation at its own costs, to transfer and/or assign and/or dispose of all KTeMS’s existing businesses and assets (and the related liabilities thereof) other than the 14% equity interest in Nanum Lotto. Upon completion of the Acquisition, the Purchaser will hold the entire issued capital of KTeMS and KTeMS will become an indirect wholly-owned subsidiary of the Company.
Completion of the LV Debts Acquisition and the PAL Debts Acquisition are not inter-conditional, and not conditional upon completion of the Acquisition. However, completion of the Acquisition is conditional upon completion of the LV Debts Acquisition and the PAL Debts Acquisition.
IMPLICATIONS UNDER THE GEM LISTING RULES
LottVision is a substantial shareholder of PAL, which is an indirect non wholly-owned subsidiary of the Company. Accordingly, LottVision is a connected person of the Company within the meanings of the GEM Listing Rules and the LV Debts Acquisition constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.
Mr. Nam is a director of PALTECH, an indirect non wholly-owned subsidiary of the Company. He is also a director and shareholder holding approximately 63.8% equity interest of KTeMS, a substantial shareholder holding 40% equity interest of PALTECH. Accordingly, Mr. Nam is a connected person of the Company within the meanings of the GEM Listing Rules and the Acquisition constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.
The applicable percentage ratios (as defined in the GEM Listing Rules) for each of the LV Debts Acquisition and the Acquisition are more than 2.5%, pursuant to Chapter 20 of the GEM Listing Rules, the LV Debts Acquisition and the Acquisition are subject to the reporting and announcement and independent Shareholders’ approval requirements. Furthermore, as the applicable percentage ratios (as defined in the GEM Listing Rules) for each of the LV Debts Acquisition and the Acquisition are more than 5% but less than 25%, accordingly, each of the LV Debts Acquisition and the Acquisition constitute a discloseable transaction under the GEM Listing Rules. As none of the Shareholders has interest in the LV Debts Acquisition or the Acquisition, no Shareholder is required to abstain from voting for the relevant resolution(s) to be proposed at the EGM to approve the LV Debts Acquisition and the Acquisition.
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The PAL Debts Acquisition between the Purchaser and PAL is an intra-group transaction where no connected person(s) of the Company is/are entitled to exercise or control the exercise of, 10% or more of the voting power of PAL. Accordingly, the PAL Debts Acquisition is not subject to the reporting and announcement and shareholders’ approval requirements pursuant to Rule 20.31(1) of the GEM Listing Rules.
REQUIREMENTS OF THE GEM LISTING RULES
Pursuant to the GEM Listing Rules, the Independent Board Committee comprising all independent non-executive Directors, namely, Mr. David TSOI, Mr. PANG Hing Chung, Alfred and Mr. SO Lie Mo, Raymond was established to advise the independent Shareholders on whether the terms of the LV Debt Acquisition Agreement I, LV Debt Acquisition Agreement II and the Sale and Purchase Agreement are fair and reasonable and in the interests of the Shareholders as a whole. The Company will also appoint the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders regarding the LV Debts Acquisition and the Acquisition.
A circular containing, among other things, further details of the Debt Acquisition Agreements, the Sale and Purchase Agreement, a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the independent Shareholders and the recommendations of the Independent Board Committee will be sent to the Shareholders as soon as practicable, together with a notice convening the EGM at which resolutions will be proposed for the approval of, inter alia, the LV Debts Acquisition and the Acquisition.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 2:30 p.m. on Friday, 29 February 2008 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Friday, 7 March 2008.
Reference is made to the announcement of the Company dated 18 February 2008, in which the Company announced that the Company was in the course of negotiation for a possible acquisition of the entire issued share capital of KTeMS.
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BACKGROUND
In March 2007 and April 2007, PAL and LottVision have respectively provided the PAL Nam Loan in the principal amount of HK$7,400,000 and the LV Nam Loan in the principal amount of HK$8,160,000 to Mr. Nam for his business development in Korea, who is a director of PALTECH, an indirect non whollyowned subsidiary of the Company. Mr. Nam is also a director and shareholder holding approximately 63.8% equity interest of KTeMS, a substantial shareholder holding 40% equity interest of PALTECH.
Subsequently in July 2007, PAL and LottVision have respectively provided the PAL KTeMS Loan in the principal amount of HK$31,960,000 and the LV KTeMS Loan in the principal amount of HK$31,200,000 to KTeMS, a company owned as to 63.8% by Mr. Nam and the remaining 36.2% by the Vendors (excluding Mr. Nam), for financing part of its capital contribution in the formation of Nanum Lotto with other consortium entities, who are Independent Third Parties, to hold, operate and/or invest in the lottery business within the Asian region, placing particular focus on the Korean market. As at the date of this announcement, Nanum Lotto has been established and it is currently operating national lotto games in Korea under an exclusive lottery license from the Korean government and 14% of the issued shares of Nanum Lotto are beneficially owned by KTeMS. In addition, each of the PAL KTeMS Loan and the LV KTeMS Loan provides the right to its respective loan holder to capitalise the entire principal amount of the PAL KTeMS Loan (or the LV KTeMS Loan as the case may be) and all interests due and accrued thereon, for an allotment and issue of such number of new shares of KTeMS representing 25% of the enlarged issued share capital of KTeMS on a fully diluted basis.
(1) THE DEBTS ACQUISITION
On 28 February 2008, the Purchaser, a wholly-owned subsidiary of the Company, entered into the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II with LottVision; and the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II with PAL, an indirect non wholly-owned subsidiary of the Company. Pursuant to the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II, the Purchaser has conditionally agreed to purchase and LottVision has conditionally agreed to assign and transfer the LV Nam Loan and the LV KTeMS Loan. Likewise, pursuant to the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II, the Purchaser has conditionally agreed to purchase and PAL has conditionally agreed to assign and transfer the PAL Nam Loan and the PAL KTeMS Loan.
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The salient terms of the Debt Acquisition Agreements are as follows:
| the LV Debt Acquisition | the LV Debt Acquisition | the PAL Debt Acquisition | the PAL Debt Acquisition | |
|---|---|---|---|---|
| Agreement I | Agreement II | Agreement I | Agreement II | |
| Date | 28 February 2008 | 28 February 2008 | 28 February 2008 | 28 February 2008 |
| Parties involved | (1) LottVision | (1) LottVision | (1) PAL | (1) PAL |
| (2) the Purchaser | (2) the Purchaser | (2) the Purchaser | (2) the Purchaser | |
| Assets to be | the LV Nam Loan in | the LV KTeMS Loan in | the PAL Nam Loan in | the PAL KTeMS Loan in |
| acquired | the principal amount of | the principal amount of | the principal amount of | the principal amount of |
| HK$8,160,000 excluding | HK$31,200,000 excluding | HK$7,400,000 excluding | HK$31,960,000 excluding | |
| all interests, fees or other | all interests, fees or other | all interests, fees or other | all interests, fees or other | |
| amounts which have or to | amounts which have or to | amounts which have or to | amounts which have or to | |
| be accrued thereon | be accrued thereon | be accrued thereon | be accrued thereon | |
| Consideration | the LV Nam Loan | the LV KTeMS Loan | the PAL Nam Loan | the PAL KTeMS Loan |
| Consideration of | Consideration of | Consideration of | Consideration of | |
| HK$8,160,000 | HK$31,200,000 | HK$7,400,000 | HK$31,960,000 | |
| Basis of | the principal value of | the principal value of | the principal value of | the principal value of |
| consideration | the LV Nam Loan of | the LV KTeMS Loan of | the PAL Nam Loan of | the PAL KTeMS Loan |
| HK$8,160,000 | HK$31,200,000 | HK$7,400,000 | of HK$31,960,000 | |
| Payment | the LV Nam Loan | the LV KTeMS Loan | the PAL Nam Loan | the PAL KTeMS Loan |
| terms | Consideration shall be | Consideration shall be | Consideration is payable on | Consideration is payable on |
| settled by the Purchaser | settled by the Purchaser | demand by PAL | demand by PAL | |
| by procuring the Company | by procuring the Company | |||
| to issue the LV Nam | to issue the LV KTeMS | |||
| Loan Promissory Note to | Loan Promissory Note to | |||
| LottVision at completion | LottVision at completion | |||
| of the LV Debt Acquisition | of the LV Debt Acquisition | |||
| Agreement I | Agreement II | |||
| Long stop | 12 July 2008 | 12 July 2008 | 30 September 2008 | 30 September 2008 |
| date |
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Conditions precedent
Completion of the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II are inter-conditional and subject to and conditional upon satisfaction of, inter alia, the following conditions:
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(i) the warranties given by the Purchaser and LottVision under the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II remaining true, accurate and complete in all material respects;
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(ii) all necessary consents and approvals required to be obtained on the part of LottVision in respect of the LV Debt Acquisition Agreement I, the LV Debt Acquisition Agreement II and the transactions contemplated thereunder having been obtained by LottVision;
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(iii) all necessary consents and approvals required to be obtained on the part of the Purchaser in respect of the LV Debt Acquisition Agreement I, the LV Debt Acquisition Agreement II and the transactions contemplated thereunder having been obtained by the Purchaser; and
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(iv) Shareholders approving at the EGM the entering into of the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II and the transactions contemplated thereunder in accordance with the requirements of the GEM Listing Rules.
Completion of the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II are inter-conditional and subject to and conditional upon satisfaction of, inter alia, the following conditions:
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(i) the warranties given by the Purchaser and PAL under the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II remaining true, accurate and complete in all material respects;
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(ii) all necessary consents and approvals required to be obtained on the part of PAL in respect of the PAL Debt Acquisition Agreement I, the PAL Debt Acquisition Agreement II and the transactions contemplated thereunder having been obtained by PAL;
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(iii) all necessary consents and approvals required to be obtained on the part of the Purchaser in respect of the PAL Debt Acquisition Agreement I, the PAL Debt Acquisition Agreement II and the transactions contemplated thereunder having been obtained by the Purchaser; and
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(iv) where necessary, the Shareholders approving at the EGM the entering into of the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II and the transactions contemplated thereunder in accordance with the requirements of the GEM Listing Rules.
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Completion
Completion of the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II shall take place simultaneously on the third Business Day after the satisfaction of all conditions precedent set out in the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II, respectively. Completion of the PAL Debt Acquisition Agreement I and PAL Debt Acquisition Agreement II shall take place simultaneously on the third Business Day after the satisfaction of all conditions precedent set out in the PAL Debt Acquisition Agreement I and the PAL Debt Acquisition Agreement II, respectively.
Principal terms of the Promissory Notes
The principal terms of the Promissory Notes are summarised as follows:
| the LV Nam Loan the LV KTeMS Loan |
|
|---|---|
| Promissory Note Promissory Note |
|
| Issuer | the Company the Company |
| Note holder | LottVision LottVision |
| Principal amount | HK$8,160,000 HK$31,200,000 |
| Maturity date | 15 July 2008 15 July 2008 |
| Interest rate | 5% per annum 5% per annum |
| Redemption | the Company is required to redeem the outstanding principal amount of the |
| Promissory Notes including all interests accrued thereon upon the maturity | |
| date and shall have the right to redeem all or any part of the outstanding | |
| principal amount of the Promissory Notes together with the applicable | |
| interests accrued thereon up to the date of redemption, at any time after | |
| the issue date of the Promissory Notes until the day prior to the maturity | |
| date, by giving written notice to the note holder |
Security upon completion of the Acquisition, the Purchaser will provide 5% and 20% interest in KTeMS as security in respect of its obligations under the LV Nam Loan Promissory Note and the LV KTeMS Loan Promissory Note, respectively.
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Reasons for the Debts Acquisition
The Directors consider that the Debts Acquisition is beneficial to the Group as it allows the Group to obtain the right to capitalise the LV KTeMS Loan for new shares of KTeMS from LottVision to avoid potential dilution of the Group’s interest in KTeMS following completion of the Acquisition (as discussed in the following section headed “The Acquisition”). Furthermore, as PAL is primarily focus in lottery-related business in the PRC, the PAL Debts Acquisition enables the Group to separate the Group’s PRC lottery business and Asian lottery business and their related assets and liabilities.
Based on the above, the Directors (excluding the independent non-executive Directors) consider that the terms of the LV Debt Acquisition Agreement I and the LV Debt Acquisition Agreement II are on normal commercial terms and that they are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Furthermore, the Directors consider that the terms of the PAL Debt Acquisition Agreement I and PAL Debt Acquisition Agreement II are on normal commercial terms and that they are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
(2) THE ACQUISITION
The Sale and Purchase Agreement
Date: 28 February 2008
Parties involved: (1) the Purchaser (2) the Vendors (3) the Guarantor
The Vendors consist of Mr. Nam, a connected person (the connected relationship between Mr. Nam and the Company is discussed in the paragraph below headed “Implications of the GEM Listing Rules”) and 8 individuals who are Independent Third Parties.
Assets to be acquired
The Sale Shares, being 10,000 shares of KRW5,000 (equivalent to approximately HK$41.3) each in the issued share capital of KTeMS, representing the entire issued share capital of KTeMS. Upon completion of the Reorganisation, the sole investment of KTeMS will be the 14% equity interest in Nanum Lotto, which only began operations in December 2007.
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The Sale Consideration
The Sale Consideration is US$12 million (equivalent to approximately HK$93.6 million) and shall be settled by the Purchaser to the Vendors in the following manner:
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(i) the sum of US$0.4 million (equivalent to approximately HK$3.12 million) has been paid to the Designee in cash upon signing of the Sale and Purchase Agreement as the Deposit and also for settling part of the Sale Consideration;
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(ii) the sum of US$1.1 million (equivalent to approximately HK$8.58 million), shall be paid in cash to the Designee at completion of the Sale and Purchase Agreement;
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(iii) the sum of US$6.5 million (equivalent to approximately HK$50.7 million), shall be paid by the issue and allotment of the 35,700,000 Consideration Shares at completion of the Sale and Purchase Agreement;
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(iv) the sum of US$2 million (equivalent to approximately HK$15.6 million), shall be satisfied by setting off against the entire PAL Nam Loan and the LV Nam Loan at completion of the Sale and Purchase Agreement; and
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(v) the sum of approximately US$2 million (equivalent to approximately HK$15.6 million), shall be paid in cash to the Designee within 2 months after completion of the Sale and Purchase Agreement.
The Consideration Shares will be issued at the Issue Price of HK$1.42 per Consideration Share pursuant to a specific mandate to be sought at the EGM and the Company had not issued any Shares under the general mandate granted to the Directors at the extraordinary general meeting of the Company held on 16 January 2008 as at the date of this announcement. The 35,700,000 Consideration Shares representing approximately 8.22% of the existing issued share capital of the Company and approximately 7.60% of the issued share capital of the Company as enlarged by the issue and allotment of the Consideration Shares. The Issue Price of HK$1.42 per Consideration Share is determined after arm’s length negotiation with reference to the recent closing prices of the Shares and the future prospects of the Group’s lottery-related businesses, and represents:
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(i) a premium of approximately 12.70% over the closing price of HK$1.26 per Share as quoted on the Stock Exchange immediately before the suspension of trading in the Shares at 2:30 p.m. on 29 February 2008 pending the release of this announcement;
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(ii) a premium of approximately 14.52% over the closing price of HK$1.24 per Share as quoted on the Stock Exchange on 28 February 2008, being the last full trading date preceding the suspension of trading in the Shares at 2:30 p.m. on 29 February 2008;
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(iii) a premium of approximately 12.70% over the average closing price of approximately HK$1.26 per Share as quoted on the Stock Exchange for the 5 consecutive trading days up to and including 29 February 2008; and
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(iv) a discount of approximately 11.25% to the average closing price of approximately HK$1.60 per Share as quoted on the Stock Exchange for the 30 consecutive trading days up to and including 29 February 2008.
An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Share.
Basis of the Sale Consideration
The Sale Consideration was determined after arm’s length negotiation between the Vendors and the Purchaser with reference to the total investment cost in Nanum Lotto by KTeMS of approximately KRW7,000,000,000 (equivalent to approximately HK$58,000,000) and the exclusive lottery license that Nanum Lotto possesses to operate national lotto games in Korea, which have an annual turnover of approximately US$2.5 billion (equivalent to approximately HK$19.5 billion) in 2006.
Lock-up period for the Consideration Shares
One of the Vendors, namely Mr. Nam undertakes and warrants to the Purchaser that he will not offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, any of his Consideration Shares in the amount of 22,776,600 Consideration Shares for a period of six months commencing on the date of completion of the Acquisition without prior written consent of the Company. The remaining 12,923,400 Consideration Shares are not subject to the lock-up provision.
Conditions precedent
Completion of the Sale and Purchase Agreement is subject to and conditional upon the satisfaction of, inter alia, the following conditions precedent:
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(i) the warranties under the Sale and Purchase Agreement remaining true, accurate and complete in all material respects;
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(ii) all necessary filings, licenses, authorisations, registrations, permits, consents and approvals required to be obtained on the part of the Vendors and the Guarantor from banks, regulatory and/or governmental authorities in respect of the sale of the Sale Shares and the transactions contemplated under the Sale and Purchase Agreement having been obtained by the Vendors and the Guarantor;
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(iii) all necessary filings, licenses, authorisations, registrations, permits, consents and approvals required to be obtained on the part of the Purchaser from banks, regulatory and/or governmental authorities in respect of the purchase of the Sale Shares and the transactions contemplated under the Sale and Purchase Agreement having been obtained by the Purchaser;
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(iv) the Debt Acquisition Agreements having become unconditional;
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(v) Shareholders approving at the EGM the entering into of the Sale and Purchase Agreement and the transactions contemplated thereunder in accordance with the requirements of the GEM Listing Rules;
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(vi) completion of a legal and financial due diligence on KTeMS, which will take a maximum of four months from the date of the Sale and Purchase Agreement, as determined as reasonably satisfactory by the Purchaser;
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(vii) the procurement of a license to conduct paper lottery business in Korea by KTeMS, provided that the Purchaser shall provide KTeMS with any necessary financial support as reasonably requested by KTeMS, including, but not limited to, (i) the financing of deposits as required under any relevant laws and/or by governmental authorities up to the amount of US$3 million (equivalent to approximately HK$23.4 million); and (ii) the financing of general working capital up to the amount of US$0.5 million (equivalent to approximately HK$3.9 million), in connection with the procurement of such license;
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(viii) KTeMS shall provide to the Purchaser a business plan on the development of the paper lottery business in Korea in the format mutually agreed by KTeMS and the Purchaser; and
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(ix) completion of the Reorganisation by KTeMS at its own costs, to transfer and/or assign and/or dispose of all KTeMS’s existing businesses and assets (and the related liabilities thereof) other than the 14% equity interest in Nanum Lotto.
If the conditions precedent (other than those including condition (i), (vi), (vii), (viii) and (ix) above that may be waived under the Sale and Purchase Agreement at any time by the Purchaser and for the avoidance of doubt, condition (vii) shall be deemed to have been waived by the Purchaser in the event that the Purchaser fails to meet its obligation to provide KTeMS with any necessary financial support as stated in condition (vii)) are not fulfilled by the parties (or waived by the Purchaser, as the case may be) by 5:00 p.m. on the Long Stop Date, 30 September 2008 or such other date as may be agreed by the parties in writing, the Sale and Purchase Agreement shall terminate and neither party shall have any liabilities to the other under the Sale and Purchase Agreement (save for any antecedent breaches under the Sale and Purchase Agreement) and the Vendors shall return the Deposit to the Purchaser without interest.
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If the conditions precedent have not been satisfied on or before the Long Stop Date or such other date as may be agreed by the parties in writing as a result of the default of the Vendors or following the fulfillment of the conditions precedent, the Vendors fail to complete the sale and purchase of the Sale Shares, in breach of the terms and conditions under the Sale and Purchase Agreement, the Vendors shall within 3 Business Days return the Deposit to the Purchaser without interest.
If the conditions precedent have not been satisfied on or before the Long Stop Date or such other date as may be agreed by the parties in writing otherwise than as a result of the sole default of the Purchaser or following the fulfillment of the conditions precedent, the Purchaser fail to complete the sale and purchase of the Sale Shares, in breach of the terms and conditions under the Sale and Purchase Agreement, the Vendors shall be entitled to retain the total amount of the Deposit as liquidated damages.
Completion
Completion of the Sale and Purchase Agreement shall take place on the second Business Day after the satisfaction of all conditions precedent. Upon completion of the Sale and Purchase Agreement, the Purchaser will hold the entire issued capital of KTeMS and KTeMS will become an indirect wholly-owned subsidiary of the Company and its financial results will be consolidated into the Company’s account.
Reasons for the Acquisition
The Directors consider that the Acquisition represents a good opportunity for the Group to expand its existing business and tap, via Nanum Lotto, into the Korean lottery business operations and broaden its existing lottery-related businesses without incurring substantial management resources of the Group, and at the same time benefiting from the lottery operation experience of the consortium entities in Nanum Lotto. The Directors also believe that the lottery business operation of Nanum Lotto will provide synergistic benefits with the other lottery-related businesses of the Group, including the assembly of lottery vending terminals and the lottery-related business and ventures in the PRC.
Based on the above, the Directors (excluding the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement are on normal commercial terms and the Acquisition is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
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RELATIONSHIPS BETWEEN THE PARTIES INVOLVED IMMEDIATELY BEFORE AND AFTER THE DEBTS ACQUISITION AND THE ACQUISITION
The following diagrams depict the relationships between the Company, the Purchaser, LottVision, PAL, KTeMS, Mr. Nam and the Vendors immediately before and after completion of the Debts Acquisition and the Acquisition:
Immediately before completion of the Debts Acquisition and the Acquisition:
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----- Start of picture text -----
LV Nam Loan
the Vendors
the Company LottVision Mr. Nam (excluding Mr. Nam)
100% 80% 20% 63.8% 36.2%
PAL Nam Loan
LV KTeMS Loan
the Purchaser PAL KTeMS
PAL KTeMS Loan
----- End of picture text -----
Immediately after completion of the Debts Acquisition and the Acquisition:
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----- Start of picture text -----
the LV Nam Loan
Promissory Note
and the LV KTeMS
Loan Promissory Note
the Company LottVision
100% 80% 20%
the Purchaser
PAL
100%
KTeMS
----- End of picture text -----
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CHANGE IN SHAREHOLDING STRUCTURE
The shareholding structure of the Company as at the date of this announcement and immediately after the issue and allotment of the Consideration Shares to the Vendors upon completion of the Sale and Purchase Agreement (assuming that no further Shares will be issued or repurchased by the Company from the date of the announcement up to and including the Long Stop Date) are as follows:
| As at the date of Shareholders this announcement No. of Shares Approximate % Mr. Chan Sek Keung, Ringo_(Note 1) 78,952,000 18.19 Power Way Group Limited (“Power Way”)(Note 2)_ 72,000,000 16.58 Public Shareholders The Vendors – – Other public Shareholders 283,199,495 65.23 Total 434,151,495 100 |
Immediately after the allotment and issue of the Consideration Shares upon completion of the Sale and Purchase Agreement No. of Shares Approximate % 78,952,000 16.81 72,000,000 15.32 35,700,000 7.60 283,199,495 60.27 469,851,495 100 |
Immediately after the allotment and issue of the Consideration Shares upon completion of the Sale and Purchase Agreement No. of Shares Approximate % 78,952,000 16.81 72,000,000 15.32 35,700,000 7.60 283,199,495 60.27 469,851,495 100 |
|---|---|---|
| 100 |
Notes:
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Mr. Chan Sek Keung, Ringo, chairman, chief executive officer and executive Director of the Company, is deemed, by virtue of the SFO, to be interested in the 56,400,000 Shares held by Woodstock Management Limited, a company wholly-owned by him, in addition to 22,552,000 Shares held by him personally.
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Power Way is held as to 54.79% by Melco LottVentures Holdings Limited (“MLV”), 26.95% by Firich Enterprises Co., Ltd. (“Firich”) and 18.26% by LottVision.
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As at the date of the announcement, Power Way holds convertible bonds in the principal amount of HK$606,800,000 carrying the rights to subscribe for Shares at an initial conversion price of HK$0.85 per Share which was issued by the Company to Power Way on 13 December 2007 pursuant to the terms of the agreement (the “Agreement”) dated 8 October 2007 entered into between Power Way, Rising Move International Limited, Melco International Development Limited, LottVision, Firich and the Company. If Power Way exercises the conversion rights attaching to the said convertible bonds in full at the initial conversion price, a total of 713,882,352 Shares will be issued to Power Way. However, no conversion of the convertible bonds shall be made, if immediately upon such conversion, (1) Power Way and its parties acting in concert (as defined under the Hong Kong Code on Takeovers and Mergers (the “Code”) with it will be under an obligation to make a general offer under the Code; (2) each of (i) any of the existing Shareholders
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holding more than 20% or more of the voting rights of the Company as at the date of the Agreement; and (ii) Power Way and its parties acting in concert (as defined under the Code) will hold 20% or more of the voting rights of the Company respectively; or (3) the public float of the Shares falls below 25% (or any given percentage as required by the GEM Listing Rules) of the issued Shares.
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As at the date of this announcement, the Company had 15,638,250 outstanding share options.
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To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, neither Power Way nor Mr. Chan Sek Keung, Ringo is a party acting in concert and has other relationship with the Vendors.
IMPLICATIONS OF THE GEM LISTING RULES
LottVision is a substantial shareholder of PAL, which is an indirect non wholly-owned subsidiary of the Company. Accordingly, LottVision is a connected person of the Company within the meanings of the GEM Listing Rules and the LV Debts Acquisition constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.
Mr. Nam is a director of PALTECH, an indirect non wholly-owned subsidiary of the Company, and he is also a director and shareholder holding approximately 63.8% equity interest of KTeMS, a substantial shareholder holding 40% equity interest of PALTECH. Accordingly, Mr. Nam is a connected person of the Company within the meanings of the GEM Listing Rules and the Acquisition constitutes a connected transaction for the Company under Chapter 20 of the GEM Listing Rules.
The applicable percentage ratios (as defined in the GEM Listing Rules) for each of the LV Debts Acquisition and the Acquisition are more than 2.5%, pursuant to Chapter 20 of the GEM Listing Rules, the LV Debts Acquisition and the Acquisition are subject to the reporting and announcement and independent Shareholders’ approval requirements. Furthermore, as the applicable percentage ratios (as defined in the GEM Listing Rules) for each of the LV Debts Acquisition and the Acquisition are more than 5% but less than 25%, accordingly, each of the LV Debts Acquisition and the Acquisition constitute a discloseable transaction under the GEM Listing Rules. As none of the Shareholders has interest in the LV Debts Acquisition or the Acquisition, no Shareholder is required to abstain from voting for the relevant resolution(s) to be proposed at the EGM to approve the LV Debts Acquisition and the Acquisition.
In addition, there are no prior transactions between the Company, the Vendors and LottVision and its ultimate beneficial owners, which would require to be aggregated with the LV Debts Acquisition or the Acquisition under Rules 19.22 and 20.25 of the GEM Listing Rules.
The PAL Debts Acquisition between the Purchaser and PAL is an intra-group transaction where no connected person(s) of the Company is/are entitled to exercise or control the exercise of, 10% or more of the voting power of PAL. Accordingly, the PAL Debts Acquisition is not subject to the reporting and announcement and shareholders’ approval requirements pursuant to Rule 20.31(1) of the GEM Listing Rules.
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INFORMATION ON THE GROUP AND THE PURCHASER
The Group is principally engaged in the provision of network infrastructure solutions, including network infrastructure, network management services and network software, in the PRC and Hong Kong. Beside the Group’s network infrastructure business and following the Company’s recently completed acquisition of the entire issued share capital of Power Way Group Limited and 60% of the issued share capital of Oasis Rich International Limited (details of which are discussed in the announcement of the Company dated 18 October 2007), the Group is also engaged in various lottery-related businesses and ventures in the PRC and Asian countries, and in the manufacturing of lottery terminals for the China’s sports lottery and the China’s welfare lottery business.
The Purchaser is a company incorporated in the British Virgin Islands with limited liability and a whollyowned subsidiary of the Company which is principally engaged in investment holding activities.
INFORMATION ON LOTTVISION
LottVision is a company incorporated in Bermuda with limited liability and is headquartered in Hong Kong and the issued shares of which have been listed on the Singapore Exchange Securities Trading Limited Main Board since December 2002. It is principally engaged in the provision of outsourced security and IT-related services, such as video surveillance and online gaming services, and the manufacture of special purpose devices, such as smart identity card devices.
INFORMATION ON KTEMS
KTeMS is a company incorporated in Korea with limited liability principally engaged in the development and provision of total business and technology solutions and systems in the lottery-related area for the Korean market. Upon completion of the Reorganisation, the sole investment of KTeMS will be the 14% equity interest in Nanum Lotto which KTeMS invested approximately KRW7,000,000,000 (equivalent to approximately HK$58,000,000). Nanum Lotto is engaged in holding and/or operating and/or investing in the lottery businesses within the Asian region and has only begun its operation of the national lotto games in Korea under an exclusive lottery license from the Korean government in December 2007 and hence, there was no net profits generated by Nanum Lotto for the two financial years ended 31 December 2006.
REQUIREMENTS OF THE GEM LISTING RULES
Pursuant to the GEM Listing Rules, the Independent Board Committee comprising all independent non-executive Directors, namely, Mr. David TSOI, Mr. PANG Hing Chung, Alfred and Mr. SO Lie Mo, Raymond was established to advise the independent Shareholders on whether the terms of the LV Debt Acquisition Agreement I, LV Debt Acquisition Agreement II and the Sale and Purchase Agreement are fair and reasonable and in the interests of the Shareholders as a whole. The Company will also appoint the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders regarding the LV Debts Acquisition and the Acquisition.
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A circular containing, among other things, further details of the Debt Acquisition Agreements, the Sale and Purchase Agreement, a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the independent Shareholders and the recommendations of the Independent Board Committee will be sent to the Shareholders as soon as practicable, together with a notice convening the EGM at which resolutions will be proposed for the approval of, inter alia, the LV Debts Acquisition and the Acquisition.
SUSPENSION AND RESUMPTION OF TRADING
The Debts Acquisition Agreements and the Sale and Purchase Agreement were entered into by the parties in the late afternoon after the stock market closed on 28 February 2008. However, by virtue of the fact that some parties to such agreements are overseas parties, the Company required substantial amount of time to communicate and coordinate with those overseas parties to ascertain that all agreements in relation to the Debts Acquisition and the Acquisition have been legally executed and are enforceable until after the morning session of the stock market closed on 29 February 2008. The Company has immediately requested suspension of trading in the Shares on the Stock Exchange from 2:30 p.m. on Friday, 29 February 2008 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on Friday, 7 March 2008.
TERMS USED IN THIS ANNOUNCEMENT
In this announcement, unless the context otherwise requires, terms used herein shall have the following meanings:
| “Acquisition” | the acquisition of the Sale Shares under the Sale and Purchase |
|---|---|
| Agreement and the transactions contemplated thereunder | |
| “associate(s)” | has the meaning ascribed to it under the GEM Listing Rules |
| “Board” | the board of Directors |
| “Business Day” | a day (excluding a Saturday, Sunday, public or statutory holiday and |
| days on which a tropical cyclone warning no. 8 or above or a black | |
| rainstorm warning signal is hoisted in Hong Kong and Korea at any | |
| time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in | |
| Hong Kong are generally open for business throughout their normal | |
| business hours |
| “Company” | Wafer Systems Limited, a company incorporated in the Cayman | |
|---|---|---|
| Islands with limited liability, the issued Shares of which are listed | ||
| on GEM | ||
| “connected | person(s)” | has the meaning ascribed to it under the GEM Listing Rules |
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| “Consideration Share(s)” | 35,700,000 new Share(s) to be issued and allotted by the Company |
|---|---|
| to the Vendors at the Issue Price for settling part of the Sale | |
| Consideration | |
| “Debts Acquisition” | the LV Debts Acquisition and the PAL Debts Acquisition |
| “Debts Acquisition | the LV Debt Acquisition Agreement I, the LV Debt Acquisition |
| Agreements” | Agreement II, the PAL Debt Acquisition Agreement I and the PAL |
| Debt Acquisition Agreement II | |
| “Deposit” | a sum of US$0.4 million (equivalent to approximately HK$3.12 |
| million) paid by the Purchaser to the Designee upon the signing of | |
| the Sale and Purchase Agreement | |
| “Designee” | a person designated by the Vendors in writing |
| “Director(s)” | director(s) of the Company |
| “EGM” | the extraordinary general meeting proposed to be convened by the |
| Company for the purpose of approving the LV Debts Acquisition and | |
| the Acquisition | |
| “GEM” | the Growth Enterprise Market of the Stock Exchange |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on GEM |
| “Group” | the Company and its subsidiaries from time to time |
| “Guarantor” | Mr. Nam |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s |
| Republic of China | |
| “Independent Board | the independent committee of the Board, comprising all the independent |
| Committee” | non-executive Directors, set up to advise the independent Shareholders |
| as to the fairness and reasonableness of the LV Debts Acquisition and | |
| the Acquisition | |
| “Independent Financial | the independent financial adviser to be appointed by the Company |
| Adviser” | to advise the Independent Board Committee and the independent |
| Shareholders regarding the LV Debts Acquisition and the | |
| Acquisition |
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| “Independent Third | third party(ies) independent of the Company and connected person(s) |
|---|---|
| Party(ies)” | of the Company, and are not connected person(s) of the Company |
| “Issue Price” | the issue price of HK$1.42 per Consideration Share |
| “Korea” | Republic of Korea |
| “KTeMS” | KTeMS Co., Ltd., a company incorporated in Korea with limited |
| liability | |
| “Long Stop Date” | 30 September 2008 |
| “LottVision” | LottVision Limited, a company incorporated in Bermuda with limited |
| liability, the issued shares of which are listed on the Singapore | |
| Exchange Securities Trading Limited | |
| “LV Debts Acquisition” | the acquisition of the LV Nam Loan and the LV KTeMS Loan under |
| the LV Debt Acquisition Agreement I and LV Debt Acquisition | |
| Agreement II and the transactions contemplated thereunder | |
| “LV Debt Acquisition | the debt acquisition agreement dated 28 February 2008 entered into |
| Agreement I” | between the Purchaser and LottVision for the sale and purchase of |
| the LV Nam Loan | |
| “LV Debt Acquisition | the debt acquisition agreement dated 28 February 2008 entered into |
| Agreement II” | between the Purchaser and LottVision for the sale and purchase of |
| the LV KTeMS Loan | |
| “LV KTeMS Loan” | the loan in the principal amount of HK$31,200,000 which was |
| provided by LottVision, as lender, to KTeMS, as borrower, at an | |
| interest rate of 5% per annum under a loan agreement dated 26 July | |
| 2007 entered into between LottVision and KTeMS and subsequently | |
| amended by an amendment agreement dated 20 September 2007 and | |
| second amendment agreement dated 28 February 2008 | |
| “LV KTeMS Loan | HK$31,200,000 for the acquisition of the LV KTeMS Loan under |
| Consideration” | the LV Debt Acquisition Agreement II |
| “LV KTeMS Loan | the promissory note in the principal amount of HK$31,200,000 to |
| Promissory Note” | be issued by the Company to LottVision at completion of the LV |
| Debt Acquisition Agreement II for settling the LV KTeMS Loan | |
| Consideration |
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| “LV Nam Loan” | the loan in the principal amount of HK$8,160,000 which was provided |
|---|---|
| by LottVision, as lender, to Mr. Nam, as borrower, at an interest rate | |
| of 5% per annum under a loan agreement dated 5 April 2007 entered | |
| into between LottVision and Mr. Nam and subsequently amended by | |
| an amendment agreement dated 28 February 2008 | |
| “LV Nam Loan | HK$8,160,000 for the acquisition of the LV Nam Loan under the |
| Consideration” | LV Debt Acquisition Agreement I |
| “LV Nam Loan | the promissory note in the principal amount of HK$8,160,000 |
| Promissory Note” | to be issued by the Company to LottVision at completion of the |
| LV Debt Acquisition Agreement I for settling the LV Nam Loan | |
| Consideration | |
| “Mr. Nam” | Mr. Ho Sung NAM, a director and shareholder holding approximately |
| 63.8% equity interest of KTeMS and a director of PALTECH | |
| “Nanum Lotto” | Nanum Lotto Co., Ltd., a company incorporated in Korea with limited |
| liability by KTeMS and other consortium members, which are all | |
| Independent Third Parties, and 14% of the issued shares of which | |
| are beneficially owned by KTeMS | |
| “PAL” | PAL Development Limited, a company incorporated in Hong Kong |
| with limited liability and an indirect non wholly-owned subsidiary | |
| of the Company | |
| “PAL Debts Acquisition” | the acquisition of the PAL Nam Loan and the PAL KTeMS Loan under |
| the PAL Debt Acquisition Agreement I and PAL Debt Acquisition | |
| Agreement II and the transactions contemplated thereunder | |
| “PAL Debt Acquisition | the debt acquisition agreement dated 28 February 2008 entered into |
| Agreement I” | between the Purchaser and PAL for the sale and purchase of the PAL |
| Nam Loan | |
| “PAL Debt Acquisition | the debt acquisition agreement dated 28 February 2008 entered into |
| Agreement II” | between the Purchaser and PAL for the sale and purchase of the PAL |
| KTeMS Loan | |
| “PAL KTeMS Loan” | the loan in the principal amount of HK$31,960,000 which was |
| provided by PAL, as lender, to KTeMS, as borrower, at an interest | |
| rate of 5% per annum under a loan agreement dated 26 July 2007 | |
| entered into between PAL and KTeMS and subsequently amended | |
| by an amendment agreement dated 20 September 2007 and second | |
| amendment agreement dated 28 February 2008 |
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| “PAL KTeMS Loan | HK$31,960,000 for the acquisition of the PAL KTeMS Loan under |
|---|---|
| Consideration” | the PAL Debt Acquisition Agreement II |
| “PAL Nam Loan” | the loan in the principal amount of HK$7,400,000 which was provided |
| by PAL, as lender, to Mr. Nam, as borrower, at an interest rate of 5% | |
| per annum under a loan agreement dated 21 March 2007 entered into | |
| between LottVision and Mr. Nam and subsequently amended by an | |
| amendment agreement dated 28 February 2008 | |
| “PAL Nam Loan | HK$7,400,000 for the acquisition of the PAL Nam Loan under the |
| Consideration” | PAL Debt Acquisition Agreement I |
| “PALTECH” | PALTECH Company Limited, a company incorporated in Hong Kong |
| with limited liability and a non wholly-owned subsidiary of PAL | |
| “PRC” | the People’s Republic of China which for the purpose of this |
| announcement, shall exclude Hong Kong, the Macau Special | |
| Administrative Region of the PRC and Taiwan | |
| “Promissory Notes” | the LV Nam Loan Promissory Note and the LV KTeMS Loan |
| Promissory Note | |
| “Purchaser” | Gain Advance Group Limited, a company incorporated in the British |
| Virgin Islands with limited liability and a wholly-owned subsidiary | |
| of the Company | |
| “Reorganisation” | the reorganisation of KTeMS, including but not limited to the transfer |
| and/or assign and/or dispose of all existing business and assets (and | |
| the related liabilities thereof) of KTeMS other than the 14% equity | |
| interests in Nanum Lotto | |
| “Sale and Purchase | the sale and purchase agreement dated 28 February 2008 |
| Agreement” | entered into between the Purchaser, the Vendors and the Guarantor |
| for the sale and purchase of the Sale Shares | |
| “Sale Consideration” | the consideration of US$12 million (equivalent to approximately |
| HK$93.6 million), payable by the Purchaser to the Vendors under the | |
| Sale and Purchase Agreement, to be satisfied as to US$3.5 million | |
| (equivalent to approximately HK$27.3 million) in cash, as to US$6.5 | |
| million (equivalent to approximately HK$50.7 million) by way of | |
| issue and allotment of the Consideration Shares and as to US$2 | |
| million (equivalent to approximately HK$15.6 million) by setting off | |
| against the entire PAL Nam Loan and the LV Nam Loan |
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| “Sale Shares” | 10,000 shares of KRW5,000 (equivalent to approximately HK$41.3) |
|---|---|
| each in the issued share capital of KTeMS, representing the entire | |
| issued share capital of KTeMS | |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the |
| Company | |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Vendors” | Mr. Yong Kyu SEO, Mr. Tae Myong OH, Mr. Jin Sun KIM, Mr. Ike |
| Sang SOHN, Mr. Young Bok KIM, Mr. Byung Ho PARK, Mr. Kyu | |
| Myong JOO and Mr. Kyung Jae WOO who are Independent Third | |
| Parties and Mr. Nam | |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “KRW” | Korean Won, the lawful currency of Korea |
| “US$” | United States dollars, the lawful currency of the United States of |
| America | |
| “%” | per cent. |
| By order of the Board of | |
| WAFER SYSTEMS LIMITED | |
| Chan Sek Keung, Ringo | |
| Chairman and executive Director | |
| Hong Kong, 6 March 2008 |
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As at the date of this announcement, the Board consists of two executive Directors, namely Mr. CHAN Sek Keung, Ringo and Mr. KO Chun Fung, Henry, and three independent non-executive Directors, namely Mr. David TSOI, Mr. PANG Hing Chung, Alfred and Mr. SO Lie Mo, Raymond.
This announcement, for which the Directors, including all independent non-executive Directors, collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:
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(1) the information contained in this announcement is accurate and complete in all material respects and not misleading;
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(2) there are no other matters the omission of which would make any statement in this announcement misleading; and
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(3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the “Latest Company Announcements” page of the GEM website (www.hkgem.com) for at least 7 days from its date of publication and the Company’s website at www.wafersystems.com.
For illustration purposes only, conversion of HK$ into KRW and HK$ into US$ in this announcement are based on the approximate exchange rates of HK$1.00 to KRW121.00 and HK$7.80 to US$1.00, respectively. No representation is made that any amount in HK$ or KRW or US$ can be converted at such rate or at any other rates.
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For identification purpose only
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